For the three months ended March 31, 2021, we had a net loss of $6,456,287. We incurred $466,358 of
formation and operating costs and $5,996,188 of change in fair value of warrant liability, offset by $6,259 of earned interest income.
Liquidity and
Capital Resources
As of March 31, 2021, we had cash outside our trust account of $413,395, available for working capital needs. All remaining
cash was held in the trust account and is generally unavailable for our use, prior to an initial business combination.
On December 11, 2020, we
consummated the IPO of 30,000,000 Units (and, with respect to the common stock included in the Units being offered, the public share, the warrants included in the Units, the public warrants and the rights included in the
Units, the rights), at $10.00 per Unit, generating gross proceeds of $300,000,000.
Simultaneously with the closing of the IPO, we consummated
the sale of 8,000,000 warrants (the Private Warrants), at a price of $1.00 per Private Warrant, generating gross proceeds of $8,000,000.
In
connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the Over-Allotment Option) to purchase up to 3,915,000 additional Units to cover
over-allotments (the Over-Allotment Units), if any. On December 11, 2020, the underwriters partially exercised their Over-Allotment Option and purchased an additional 3,900,000 Units. The unexercised portion of the over-allotment
option was forfeited.
Following our IPO and the sale of the Private Warrants, a total of $300,000,000 ($10.00 per Unit) was placed in the Trust Account.
We incurred $17,107,057 in IPO related costs, including $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting discount and $607,057 of other costs.
As of March 31, 2021, we had cash and marketable securities held in the Trust Account of $300,006,329 (including approximately $6,329 of interest income)
consisting of mutual funds. Interest income on the balance in the Trust Account may be used by us to pay taxes.
For the three months ended March 31,
2021, cash used in operating activities was $350,934. Net loss of $6,456,287 was impacted by interest earned on marketable securities held in the Trust Account of $6,247, change in fair value of warrant liability of $5,996,188, and changes in
operating assets and liabilities, which provided $115,412 of cash for operating activities.
We intend to use substantially all of the funds held in the
trust account, including any amounts representing interest earned on the trust account (excluding the deferred underwriters discount) to complete our initial Business Combination. We may withdraw interest to pay our taxes and liquidation
expenses if we are unsuccessful in completing a Business Combination. We estimate our annual franchise tax obligations to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we
may pay from funds from the Public Offering held outside of the trust account or from interest earned on the funds held in the trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest
and other income earned on the amounts held in the trust account reduced by our operating expense and franchise taxes. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that
our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or
businesses, make other acquisitions and pursue our growth strategies.
Further, our Sponsor, officers and directors or their respective affiliates may,
but are not obligated to, loan us funds as may be required (the Working Capital Loans). If we complete a Business Combination, we would repay the Working Capital Loans. In the event that a Business Combination does not close, we may use
a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes.
The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders discretion. As of March 31, 2021, no Working Capital Loans have been issued.
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